Title 23, BUSINESS AND OTHER ASSOCIATIONS

Sec. 10. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if the following occur: (1) The director furnishes the corporation a written affirmation of the dire…

Sec. 11. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an applicati…

Sec. 12. (a) A corporation may not indemnify a director under section 8 of this chapter unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of…

Sec. 13. Unless a corporation's articles of incorporation provide otherwise: (1) an officer of the corporation, whether or not a director, is entitled to: (A) mandatory indemnification under section 9 of this chapter; and (B) apply for court ordered indemnification under section …

Sec. 14. A corporation may purchase and maintain insurance on behalf of an individual who is or was: (1) a director; (2) an officer; (3) an employee or agent of the corporation; or (4) while a director, an officer, an employee, or an agent of the corporation, is or was serving at…

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude other rights to indemnification and advance for expenses that a person may have under the following: (1) A corporation's articles of incorporation or bylaws. (2) …

Sec. 2. (a) As used in this chapter, "director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, an officer, a member, a manager, a partner, a trust…

Sec. 3. As used in this chapter, "expenses" includes attorney's fees. As added by P.L.179-1991, SEC.1.

Sec. 4. As used in this chapter, "liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding. As added by P.L.179-19…

Sec. 5. (a) As used in this chapter, "official capacity" means the following: (1) When used with respect to a director, the office of director in a corporation. (2) When used with respect to an individual other than a director under section 13 of this chapter, the office in a cor…

Sec. 6. As used in this chapter, "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. As added by P.L.179-1991, SEC.1.

Sec. 7. As used in this chapter, "proceeding" means a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. As added by P.L.179-1991, SEC.1.

Sec. 8. (a) If an individual is made a party to a proceeding because the individual is or was a director, a corporation may indemnify the individual against liability incurred in the proceeding if: (1) the individual's conduct was in good faith; and (2) the individual reasonably …

Sec. 9. Unless limited by articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of a proceeding to which the director was a party, because the director is or was a director of the corporation, aga…